Exhibit 10.17
XXXX OF SALE
This Xxxx of Sale dated as of December 29, 1999, is executed and delivered
by Telexis Corp., a corporation continued under the laws of Canada (the
"Seller"), to Intrinsix Canada Co., a Nova Scotia unlimited company (the
"Buyer"). All capitalized words and terms used in this Xxxx of Sale and not
defined herein shall have the respective meanings ascribed to them in the Asset
Purchase Agreement dated as of December 29, 1999, by and among the Seller and
the Buyer (the "Agreement").
WHEREAS, pursuant to the Agreement, the Buyer desires to purchase, and the
Seller desires to sell, substantially all of the assets and business of the
Seller's Business referred to in the Agreement for the consideration set forth
in the Agreement, subject to the terms and conditions of the Agreement;
NOW, THEREFORE, in consideration of the mutual promises set forth in the
Agreement and other good and valuable consideration, the receipt of which is
hereby acknowledged, the Seller hereby agrees as follows:
1. The Seller hereby sells, transfers, conveys, assigns and delivers to
the Buyer, its successors and assigns, to have and to hold forever, all of the
Assets.
2. The Seller hereby covenants and agrees that it will, at the request of
the Buyer and without further consideration, execute and deliver, and will cause
its employees to execute and deliver, such other instruments of sale, transfer,
conveyance and assignment, and take such other action, as may reasonably be
necessary to more effectively sell, transfer, convey, assign and deliver to, and
vest in, the Buyer, its successors and assigns, good, clear and marketable title
to the Assets, and to put the Buyer in actual possession and operating control
thereof, to assist the Buyer in exercising all rights with respect thereto and
to carry out the purpose and intent of the Agreement.
3. The Seller does hereby irrevocably constitute and appoint the Buyer,
its successors and assigns, its true and lawful attorney, with full power of
substitution, in its name or otherwise, and on behalf of the Seller, or for its
own use, to claim, demand, collect and receive at any time and from time to time
any and all of the Assets, and to prosecute the same at law or in equity and,
upon discharge thereof, to complete, execute and deliver any and all necessary
instruments of satisfaction and release.
4. The Seller, by its execution of this Xxxx of Sale, and the Buyer, by
its acceptance of this Xxxx of Sale, each hereby acknowledges and agrees that
neither the representations and warranties nor the rights and remedies of any
party under the Agreement shall be deemed to be enlarged, modified or altered in
any way by this instrument.
5. Nothing in this Xxxx of Sale shall be construed as an attempt to assign
to the Buyer any Contract Rights which would otherwise be Assets where:
(a) any such Contract Right which, as a matter of law or by the terms
thereof, is not assignable without the consent of the party or parties to such
Contract Right and in respect of which no such consent has been given; or
(b) any claim or demand as to which all of the remedies for the
enforcement thereof enjoyed by a Seller would not as a matter of law pass to the
Buyer as in incident of the transfer to be made under this Xxxx of Sale;
and the Seller hereby declares that it shall hold such Contract Rights as bare
trustee for the benefit of the Buyer, provided, however, that upon any consent
referred to in subsection (a) being obtained, all Contract Rights to which such
consent relates shall forthwith pass to the Buyer without any further or other
formality. In respect of the foregoing, the Seller shall take or cause to be
taken such action in its name or otherwise as the Buyer may require so as to
provide the Buyer with all of the benefits of the Contract Rights and to effect
collection of money to become due and payable by the other party to the Assumed
Contracts and the Seller shall promptly pay over to the Buyer all money received
by the Seller in respect of all of the foregoing. The Seller hereby authorizes
the Buyer to perform all of the Seller's obligations under the Assumed Contracts
and constitutes the Buyer its attorney to act in the name of the Seller with
respect thereto.
IN WITNESS WHEREOF, the Seller and the Buyer have caused this instrument
to be duly executed under seal as of the date first above written.
TELEXIS CORP.
By: /s/ Xxxxx Xxxxxxxx
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[Corporate Seal] Title: Vice-President Finance and CFO
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By: /s/ Xxxxx Xxxxxxxx
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Title: VP & GM
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ATTEST:
/s/ Xxxxx Xxxxx
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ACCEPTED:
INTRINSIX CANADA CO.
By: /s/ Xxx Xxxxx
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Title: President
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